Equivalence of non-EEA regimes
Related information
Indicative List of Non-EEA Equity Issuers for Major Shareholding Notification Purposes
List of Non-EEA Equity Issuers [PDF]
As part of the implementation of the Transparency Directive (TD), the FSA has made rules on the finanical reporting, major shareholding notification and general information requirements (DTRs 4 to 6) for issuers of shares and debt securities.
The TD allows us to exempt third country issuers (where we are competent authority) from certain requirements of the TD if we consider the law of the third country to be equivalent.
Financial Reporting Rules (DTR 4) Exemption
On examination the FSA is satisfied that the law governing financial reporting for issuers of shares in Switzerland is equivalent to the provisions of DTR 4 listed below. Issuers of shares admitted to trading on a regulated market in the UK that are incorporated in Switzerland will be exempt from these requirements.
4.1.3 - 4.1.5, 4.1.7(1) & (3), 4.1.8, 4.1.9, 4.1.11 - 4.1.13
4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.8(1), 4.2.9 - 4.2.11
4.3 (in its entirety)
On examination the FSA is satisfied that the the periodic disclosure requirements of Section 13(a) of Securities Exchange Act of 1934 and the rules thereunder governing financial reporting for issuers of securities in the United States of America are equivalent to the provisions of DTR 4.1, 4.2 and 4.3. In accordance with DTR 4.4.8, issuers of securities admitted to trading on a regulated market in the UK whose registered office is in the USA and who are subject to the above-mentioned US provisions governing periodic financial reporting will be exempt from DTR 4.1, 4.2 and 4.3. US issuers which are exempt from the US provisions governing periodic financial reporting are not considered to be subject to those provisions and accordingly will not be exempt from DTR 4.1, 4.2 and 4.3.
Major Shareholding Rules (DTR 5) Exemption
As part of the implementation of the TD, the FSA will be taking responsibility for the major shareholding notification regime from the DTI.
On examination the FSA is satisfied that the laws governing major shareholder legislation in the following countries are equivalent. Issuers with securities admitted to trading on a regulated market in the UK that are incorporated in any of these countries will be exempt from the requirements under DTR 5.
- USA
- Japan
- Israel
- Switzerland
Information Requirements (DTR 6) Exemption
On examination the FSA is satisfied that the law governing information requirements for issuers of shares in Switzerland is equivalent to the following provisions of DTR 6. Issuers of shares admitted to trading on a regulated market in the UK that are incorporated in Switzerland will be exempt from these requirements.
6.1.2, 6.1.3(1), 6.1.4 (to the extent that it relates to issuers of shares), 6.1.5(1) to (3) - (sub sections (1) and (2) only to the extent that they relate to issuers of shares or shareholders), 6.1.6 (only to the extent that it relates to issuers of shares), 6.1.9, and 6.1.11 - 6.1.13.
Other third countries
The list of third countries which may be considered equivalent in relation to relevant provisions of the DTRs may be updated as the FSA completes further equivalence exercises.
Issuers and other interested parties who would like us to consider the equivalence of their domestic legislation in this area, are invited to approach us setting out details of why the regime should be considered equivalent.
Indicative List of Non-EEA Equity Issuers for Major Shareholding Notification Purposes
The following is a list of non-EEA equity issuers for whom the FSA currently considers itself to be the Home Competent Authority under the Transparency Directive (TD). It is intended to assist investors and other parties in respect of their obligations under Chapter 5 of the UKLA Disclosure and Transparency Rules. This list is based on information available to the FSA at the time of publishing. As compliance with relevant Transparency Directive obligations remains an issuer responsibility, investors may wish to confirm with the relevant issuers their respective TD reporting arrangements.
Issuers incorporated in jurisdictions whose requirements are deemed to meet the criteria of equivalency are not included in the list.